DEF 14A of biote Corp.
Filed Apr 11, 2024 · FY20230001193125-24-093250
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS
EACH OF THE DIRECTOR NOMINEES FOR CLASS II DIRECTOR
EACH OF THE DIRECTOR NOMINEES FOR CLASS II DIRECTOR
INFORMATION REGARDING DIRECTOR NOMINEES AND CURRENT DIRECTORS
INFORMATION REGARDING DIRECTOR NOMINEES AND CURRENT DIRECTORS Certain information regarding each of our Class II director nominees and our other directors, including their ages, experience, qualifications, attributes and skills that led our Board to conclude that such individual should serve on our Board, as of the date of this proxy statement, is set forth below.
INFORMATION REGARDING DIRECTOR NOMINEES AND CURRENT DIRECTORS
| Name | Age | Position | Director Since | | Class II director nominees for election at the 2024 annual meeting of stockholders | | | | | Steven J. Heyer | 71 | Director | 2022 | | S. Mark Cone | 61 | Director | 2022 | | Debra L. Morris | 65 | Director | 2022 | | Class III directors continuing in office until the 2025 annual meeting of stockholders | | | | | Marc D. Beer | 59 | Executive Chairman | 2022 | | Teresa S. Weber | 71 | Chief Executive Officer and Director | 2022 | | Class I directors continuing in office until the 2026 annual meeting of stockholders | | | | | Andrew R. Heyer | 66 | Director | 2022 | | Dana Jacoby | 49 | Director | 2022 |
Nominees for Election at the 2024 Annual Meeting of Stockholders
Nominees for Election at the 2024 Annual Meeting of Stockholders S. Mark Cone, Director. Dr. Mark Cone has served as a member of our Board since May 2022 and as a member of the board of managers of Holdings since August 2021. Dr. Cone has also served as the market president of Privia Health’s South Texas market (Nasdaq: PRVA) since October 2015 and as the president of Privia Medical Group Gulf Coast since October 2015. Additionally, since December 2013, Dr. Cone has served as vice president of the board of directors of the U.S. Women’s Health Alliance and as chairman of the board of Global Women’s Health Providers, a Cedar Gate Technologies company, since October 2020. Dr. Cone currently serves as chairman of the advisory board for Fannin Surgicare, an outpatient ASC. Prior to these positions, Dr. Cone was the chief executive officer of Complete MD Solutions, a physician management company from December 2014 to October 2015. He holds an M.D. from Baylor College of Medicine and a Bachelor of Science in Biology and Medicine from Texas A&M University. Dr. Cone is qualified to serve as a director due to his extensive industry and leadership experience. Steven J. Heyer, Director. Mr. Steven J. Heyer has served as a member of our Board since May 2022. Mr. Steven Heyer previously served as HYAC’s chief executive officer and executive chairman from July 2020 until HYAC completed its business combination in May 2022, and has over 40 years of experience in the consumer and consumer-related products and services industries, leading a range of companies and brands. Mr. Steven Heyer has applied his experience and analytical skills in a variety of leadership positions across diverse industry groups, including broadcast media, consumer products, and hotel and leisure companies. Over the past ten years, he has been acting as an advisor and director to, and investor in, several private companies across the consumer subsectors of health and wellness, restaurants, technology, marketing services and technology and furniture. Mr. Steven Heyer currently serves as President and a Director of Haymaker Acquisition Corp. IV (“Haymaker IV”) (NYSE: HYAC). Mr. Steven Heyer served as the Chief Executive Officer and Chairman of Haymaker Acquisition Corp. II (“Haymaker II”) until it completed its business combination in December 2020 with GPM Investments, LLC (“GPM”) and ARKO Holdings Ltd. (“ARKO Holdings”), which together merged under a new holding company, ARKO Corp. (Nasdaq: ARKO) as part of the business combination, and has remained on its board since such time as a director. Mr. Steven Heyer was Chief Executive Officer and Chairman of Haymaker Acquisition Corp. I (“Haymaker I”) from its formation until it completed its business combination with OneSpaWorld Holdings (Nasdaq: OSW) in March 2019. Since its business combination, he has served as Vice Chairman on the board of directors of OneSpaWorld Holdings. Mr. Steven Heyer’s operating experiences include: leading the turnaround of Outback Steakhouse as an advisor (from 2010 to 2012); as Chief Executive Officer of Starwood Hotels & Resorts Worldwide (from 2004 until 2007); as President and Chief Operating Officer of The Coca-Cola Company (from 2001 to 2004); as a member of the boards of Coca-Cola FEMSA, and Coca-Cola Enterprises (all from 2001 to 2004); as President and Chief Operating Officer of Turner Broadcasting System, Inc., and a member of AOL Time Warner’s Operating Committee (from 1994 to 2001); as President and Chief Operating Officer of Young & Rubicam Advertising Worldwide (from 1992 to 1994); and before that spending 15 years at Booz Allen & Hamilton, ultimately becoming Senior Vice President and Managing Partner. For the last five years, Mr. Steven Heyer has served on the boards of Lazard Ltd, Lazard Group, and Atkins Nutritionals Inc. (each as further described below) as well as investing in a private capacity in early stage and venture consumer and consumer media companies. Mr. Steven Heyer has extensive board experience, including: the board of Atkins Nutritionals Inc. until 2017, when it was acquired by Conyers Park Acquisition Corp, a publicly traded special purpose acquisition company; Lazard Ltd and Lazard Group (from 2005 to present); the board of WPP Group, a publicly traded digital, internet, and traditional advertising company (from 2000 to 2004); the board of Equifax, the publicly traded consumer credit reporting and insights company (from 2002 to 2003); the board of Omnicare, Inc., a supplier of pharmaceutical care to the elderly (from 2008 to 2015); the board of Vitrue, Inc., a provider of social marketing publishing technologies (from 2007 to 2012); and the board of Internet Security Systems, Inc. a provider of internet security software, appliance, and services (from 2004 to 2005). Mr. Steven Heyer received his B.S. from Cornell University and an M.B.A. from New York University. Mr. Steven Heyer is the brother of Mr. Andrew Heyer, who is also a member of our Board of Directors. Mr. Steven Heyer is qualified to serve as a director due to his extensive operations, management and business background, particularly in the consumer and consumer-related products and services industries. Debra L. Morris, Director. Ms. Debra L. Morris has served as a member of our Board since November 2022. Ms. Morris served as the executive vice president and chief financial officer of Apria, Inc. (Nasdaq: APR) from March 2013 through October 2022. Prior to that, Ms. Morris served as Chief Financial Officer of Americas for Sitel Worldwide Corporation from February 2010 to February 2013. Prior to that she served as a Partner of Tatum LLC from 2004 to 2010 and as a Director from 2008 to 2010 and provided interim and permanent Chief Financial Officer services for companies contracted with Tatum LLC including LifeMasters Supported SelfCare and RelaDyne. Effective May 15, 2020, Ms. Morris serves as a Director for Alternative Logistics Technologies, Holdco, LLC (a.k.a EverDriven) where she serves as the chair of the audit committee. Effective December 31, 2020, Ms. Morris serves as a director of Rexford Industrial (NYSE: REXR) and serves on the audit, compensation and nomination and governance committees. Ms. Morris holds a B.S. in Business Administration from Colby Sawyer College in New London, New Hampshire. Ms. Morris is qualified to serve as a director due to her extensive experience serving on public company boards.
Directors Continuing in Office Until the 2025 Annual Meeting of Stockholders
Directors Continuing in Office Until the 2025 Annual Meeting of Stockholders Marc D. Beer, Executive Chairman. Mr. Marc D. Beer has served as the Executive Chairman of our Board since May 2022 and as chairman of the board of managers of Holdings since January 2021. Mr. Beer has also served as the chairman of the board of Papyrus Therapeutics Inc. since August 2021, chairman of the board of Origami Surgical LLC since April 2020 and as the chairman of the board of LumeNXT LLC since August 2018. Prior to that, Mr. Beer co-founded Renovia Inc. in August 2016, where he previously held the positions of chairman of the board and chief executive officer and continues to serve as a strategic advisor. Before starting Renovia Inc., Mr. Beer was the chairman of the board of Minerva Neurosciences, Inc. (Nasdaq: NERV) from December 2013 to January 2018. Mr. Beer holds a BS from Miami University. Mr. Beer is qualified to serve as a director due to his significant leadership background and industry experience. Teresa S. Weber, Chief Executive Officer, Director. Ms. Teresa S. Weber has served as our Chief Executive Officer and on our Board since May 2022 and on the board of managers of Holdings since June 2019. Prior to joining Biote, Ms. Weber served as the chief executive officer of Amen Clinics, Inc., an outpatient healthcare clinic company, from January 2015 to March 2019. Ms. Weber has also been partner and consultant at Mattioli Weber Consulting, a marketing, service and retain consulting firm, since June 2013. She holds an M.S. in Management from Purdue University and a B.S. in Economics from New College Florida. Ms. Weber is qualified to serve as a director due to her significant leadership experience.
Directors Continuing in Office Until the 2026 Annual Meeting of Stockholders
Directors Continuing in Office Until the 2026 Annual Meeting of Stockholders Andrew R. Heyer, Director. Mr. Andrew R. Heyer has served as a member of our Board since May 2022. Mr. Andrew Heyer previously served as the president and director of HYAC from July 2020 until HYAC completed its business combination in May 2022, and is a finance professional with over 40 years of experience investing in the consumer and consumer-related products and services industries, as well as a senior banker in leveraged finance during which time his clients included many large private equity firms. Mr. Andrew Heyer served as president and director of Haymaker II until it completed its business combination in December 2020 with GPM and ARKO Holdings, which together merged under a new holding company, ARKO Corp. (Nasdaq: ARKO) as part of the business combination, and has remained on the board since such time. Mr. Andrew Heyer was president and director of Haymaker I until it completed its business combination with OneSpaWorld Holdings in March 2019, and has since remained on its board since such time. Currently, Mr. Andrew Heyer is the Chief Executive Officer and founder of Mistral Equity Partners (“Mistral”), a private equity fund manager founded in 2007 that invests in the consumer industry. Prior to founding Mistral in 2007, from 2000 to 2007, Mr. Andrew Heyer served as a Founding Managing Partner of Trimaran Capital Partners, a $1.3 billion private equity fund. Mr. Andrew Heyer was formerly a vice chairman of CIBC World Markets Corp. and a co-head of the CIBC Argosy Merchant Banking Funds from 1995 to 2001. Prior to joining CIBC World Markets Corp. in 1995, Mr. Andrew Heyer was a founder and Managing Director of The Argosy Group L.P. from 1985 to 1995. Before The Argosy Group L.P., from 1984 to 1985, Mr. Heyer was a Managing Director at Drexel Burnham Lambert Incorporated and, previous to that, he worked at Shearson/American Express. Mr. Andrew Heyer also currently serves as chief executive officer and a director of Haymaker IV (NYSE: HYAC). From 1993 through 2009, Mr. Andrew Heyer also served on the board of The Hain Celestial Group, Inc. (Nasdaq: HAIN), a natural and organic food and products company, rejoining the board from 2012 to April 2019. Mr. Andrew Heyer also serves on the board of several private companies owned in whole or in part by Mistral, including Worldwise, Inc., a pet accessories business from 2011 to the present, and The Lovesac Company, Inc. (Nasdaq: LOVE), a branded omni-channel retailer of technology-forward furniture, from 2010 to the present. Mr. Andrew Heyer has also served on the board of Insomnia Cookies, a retailer of desserts open primarily in the evening and nighttime, and on the investment committee of AF Ventures, an investor in high-growth consumer product companies. In the past, Mr. Andrew Heyer has served as a director of XpresSpa Group, Inc. from 2016 to 2019, Las Vegas Sands Corp., a casino company, from 2006 to 2008, El Pollo Loco Holdings, Inc., a casual Mexican restaurant, from 2005 to 2008, and Reddy Ice Holdings, Inc., a manufacturer of packaged ice products, from 2003 to 2006. Mr. Andrew Heyer received his B.Sc. and M.B.A. from the Wharton School of the University of Pennsylvania, graduating magna cum laude. Mr. Andrew Heyer is the brother of Mr. Steven Heyer, who is also a member of our Board of Directors. Mr. Andrew Heyer is qualified to serve as a director due to his extensive finance, investment and operations experience, particularly in the consumer and consumer-related products and services industries. Dana Jacoby, Director. Ms. Dana Jacoby has served as a member of our Board since May 2022 and as a member of the board of managers of Holdings since August 2021. Ms. Jacoby previously served as the chief executive officer of Specialty Networks Consulting from November 2015 to December 2020. In October 2017, Ms. Jacoby founded Vector Medical Group, where she continues to serve as chief executive officer. Ms. Jacoby holds an M.S. in Business and Healthcare, Master of Health Systems from the Robert Wood Johnson Medical School at the University of Medicine and Dentistry of New Jersey and a B.S. in Political Science and Public Relations from Louisiana State University. Ms. Jacoby is qualified to serve as a director due to her extensive leadership experience and background in the industry.
INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
Summary Compensation Table
Summary Compensation Table The following table sets forth information for each of the last two completed fiscal years regarding compensation awarded to or earned by our Chief Executive Officer and the two other most highly compensated executive officers, or collectively, the named executive officers, during the fiscal years indicated:
Summary Compensation Table
| Name and Principal Position | Year | Salary(1) | Bonus ($) | Stock Awards(2) ($) | Option Awards(2) ($) | Non-Equity Incentive Plan Compensation(5) ($) | All Other Compensation(3) ($) | Total ($) | | Teresa S. Weber | 2023 | 600,875 | — | — | 2,758,739 | 457,125 | — | 3,816,739 | | Chief Executive Officer | 2022 | 541,392 | 335,416 | 340,160 | 2,689,432 | 2,823,435(4) | — | 6,729,835 | | Mary J. Puncochar(6) | 2023 | 201,923 | — | — | 773,055 | 72,479 | 46,896 | 1,094,353 | | Chief Commercial Officer | 2022 | — | — | — | — | — | — | — | | Mary Elizabeth Conlon | 2023 | 395,400 | — | — | 493,186 | 146,298 | 10,662 | 1,045,546 | | Vice President, Business Development, General Counsel and Corporate Secretary | 2022 | 355,038 | — | — | 291,212 | 110,811 | 9,150 | 766,211 |
Summary Compensation Table
| (1) Salary amounts represent actual amounts earned during the applicable year. See “—Narrative to the Summary Compensation Table—Annual Base Salary” below. |
Summary Compensation Table
| (2) Amounts represent the aggregate grant date fair value of stock and option awards granted to our named executive officers during 2023, computed in accordance with ASC Topic 718. Assumptions used in the calculation of these amounts are included in Note 14 to our financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023. These amounts do not necessarily correspond to the actual value recognized or that may be recognized by the named executive officers. |
Summary Compensation Table
| (3) The amounts in this column represent Biote’s matching contributions to the named executive officer’s 401(k) plan as well as the following in 2023: (i) a gross-up of taxable gift of $340 and $267 for Ms. Puncochar and Ms. Conlon, respectively, and (ii) cell phone expenses and housing allowances of $42,775 for Ms. Puncochar. |
Summary Compensation Table
| (4) Amount reflects performance-based cash bonuses awarded to Ms. Weber during the fiscal year ended December 31, 2022 in connection with the Closing of the Business Combination |
Summary Compensation Table
| (5) Amounts reflect target performance-based cash bonuses awarded to our named executive officers. See “—Employment and Other Arrangements” below for a description of the material terms of the program pursuant to which this compensation will be awarded. The 2023 performance-based cash bonus for Ms. Weber is $457,125, reflecting a 75% achievement of the Company’s 2023 Corporate Goals, and for Ms. Puncochar and Ms. Conlon is $72,479 and $145,298, respectively, reflecting an 85% achievement of the Company’s 2023 Corporate Goals. |
Summary Compensation Table
| (6) Ms. Puncochar was appointed as the Company’s Chief Commercial Officer in May 2023. Amounts in the table reflect actual compensation awarded to Ms. Puncochar and are not annualized. |
Outstanding Equity Awards at Fiscal Year-End
Outstanding Equity Awards at Fiscal Year-End The following table presents information regarding outstanding equity awards held by our named executive officers as of December 31, 2023. All awards were granted pursuant to the Incentive Plan.
Outstanding Equity Awards at Fiscal Year-End
| | Option Awards | | | | Stock Awards | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price(1) ($) | Option Expiration Date | Number of Shares or Units of Stock that Have Not Vested (#) | Market Value of Shares or Units of Stock that Have Not Vested(2) ($) | | Teresa S. Weber | — | 1,137,430(3) | $4.00 | 9/14/2032 | 85,040 | 421,876 | | | — | 755,150(4) | $5.80 | 4/2/2033 | — | — | | Mary J. Puncochar(5) | — | 251,500(6) | $5.39 | 5/31/2033 | — | — | | Mary Elizabeth Conlon | — | 123,161(3) | $4.00 | 9/14/2032 | 63,606 | 237,250 | | | — | 135,000(4) | $5.80 | 4/2/2033 | — | — |
Outstanding Equity Awards at Fiscal Year-End
| (1) All of the option awards listed in the table were granted with an exercise price per share that is no less than the fair market value of our Class A Common Stock on the date of grant of such award, as determined in good faith by the Board. |
Outstanding Equity Awards at Fiscal Year-End
| (2) The market value of unvested shares is calculated by multiplying the number of unvested shares by the closing market price of our Class A Common Stock on Nasdaq on December 31, 2023, the last trading day of the year, which was $4.94 per share. |
Outstanding Equity Awards at Fiscal Year-End
| (3) 50% of the shares vest on the second-year anniversary of the vesting commencement date, with the remainder of the shares vesting in 24 equal monthly installments thereafter, subject to the recipient’s continuous service through each applicable vesting date. |
Outstanding Equity Awards at Fiscal Year-End
| (4) 25% of the shares vest on the first-year anniversary of the vesting commencement date, with the remainder of the shares vesting in 36 equal monthly installments thereafter, subject to the recipient’s continuous service through each applicable vesting date. |
Outstanding Equity Awards at Fiscal Year-End
| (5) Ms. Puncochar was appointed as the Company’s Chief Commercial Officer in May 2023. |
Outstanding Equity Awards at Fiscal Year-End
| (6) Pursuant to a change in employment status, Ms. Puncochar’s option awards were modified to allow for immediate vesting of twenty five percent (25%) of the unvested total, a quantity of 55,375 options. The remaining balance of 166,125 options will vest in 36 equal monthly increments, approximately two point seven eight percent (2.78%) per month, thereafter subject to continuous service and all other terms within the Award Agreement. |
Outstanding Equity Awards at Fiscal Year-End
See “—Potential Payments and Benefits upon Termination or Change of Control” for a description of vesting acceleration applicable to stock options held by our named executive officers. We may in the future, on an annual basis or otherwise, grant additional equity awards to our executive officers pursuant to our Incentive Plans. Benefits and Perquisites We provide benefits to our named executive officers on the same basis as provided to all of our employees, including health, dental and vision insurance; life insurance; accidental death and dismemberment insurance; employee assistance program; life planning, financial and legal resources; and worldwide emergency travel assistance. We do not maintain any executive-specific benefit or executive perquisite programs other than as provided in the agreements described in the section immediately below. Other than the director and officer insurance coverage we maintain for our directors and officers, we do not maintain any executive-specific health and welfare benefit or perquisites. Health and Welfare Benefits and Perquisites We provide benefits to our named executive officers on the same basis as provided to all of our employees, including: health, dental and vision insurance; life insurance; accidental death and dismemberment insurance; life planning financial and legal resources; and worldwide emergency travel assistance. 401(k) Plan Biote’s named executive officers are eligible to participate in a defined contribution retirement plan that provides eligible U.S. employees with an opportunity to save for retirement on a tax advantaged basis. Eligible employees may contribute a portion of their annual compensation to the 401(k) Plan, subject to the maximum annual amounts as set periodically by the IRS. The Company makes a safe harbor, non-elective contribution to the 401(k) Plan equal to 3% of each participant’s eligible employee compensation. Safe harbor contributions vest immediately for each participant.
Potential Payments Upon Termination or Change in Control
Potential Payments Upon Termination or Change in Control The employment agreements for our named executive officers provide for severance and change in control benefits as described above under “—Employment and Other Arrangements.”
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION
Director Compensation for 2023
Director Compensation for 2023 The following table sets forth information regarding the compensation earned for service on the Board by our non-employee directors during the year ended December 31, 2023.
Director Compensation for 2023
| Name | Fees Earned or Paid in Cash ($) | Stock Awards | Option Awards (1) ($) | Non-Equity Incentive Plan Compensation ($) | All other Compensation ($) | Total ($) | | Marc D. Beer | 252,500 | — | 1,181,614 | 217,600(2) | 80(3) | 1,651,794 | | Dana Jacoby | — | 67,559 | 168,996 | — | — | 236,595 | | S. Mark Cone | — | 55,525 | 168,996 | — | — | 224,521 | | Steven J. Heyer | 85,000 | — | 168,996 | — | — | 253,996 | | Andrew R. Heyer | — | 70,012 | 168,996 | — | — | 239,008 | | Debra L. Morris | — | 53,111 | 90,283 | — | — | 143,395 |
Director Compensation for 2023
| (1) The amounts reported in this column reflect the aggregate grant date fair value of the stock and option awards granted to our directors as computed in accordance with ASC Topic 718. Note that the amounts reported in this column reflect the accounting cost for these awards and do not reflect the actual economic value that may be realized by the directors. |
Director Compensation for 2023
| (2) Reflects performance-based cash bonus awarded to Mr. Beer. See “—Employment and Other Arrangements—Marc Beer” above for a description of the material terms of the program pursuant to which this compensation will be awarded. The 2023 performance-based cash bonus for Mr. Beer is $217,600, reflecting an 85% achievement of the Company’s 2023 Corporate Goals. |
Director Compensation for 2023
| (3) Amount represents Biote’s portion of group term life insurance and short term disability premium. |
Director Compensation for 2023
The table below shows each non-employee director who was serving, and held outstanding equity awards, as of December 31, 2023.
Director Compensation for 2023
| Name | Shares Underlying Options Outstanding (Vested) at Fiscal Year End | Shares Underlying Options Outstanding (Unvested) at Fiscal Year End | Vested Stock Awards at Fiscal Year End | Unvested Stock Awards at Fiscal Year End | | Marc D. Beer | — | 477,721 | — | — | | Dana Jacoby | 31,696 | 46,809 | 11,595 | — | | S. Mark Cone | 31,696 | 46,809 | 9,524 | — | | Steven J. Heyer | 33,456 | 76,745 | — | — | | Andrew R. Heyer | 33,456 | 76,745 | 12,009 | — | | Debra L. Morris | 22,891 | 65,508 | 9,110 | — |